THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON
      STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE,
      PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
      AS
      TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
      AN
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO SOGUA (BVI) LIMITED, THAT SUCH
      REGISTRATION IS NOT REQUIRED.

     

    
      	
              May
                __,
                2008

            	
              Warrant
                No.:     1    
                

            


    

    


     

    COMMON
      STOCK PURCHASE WARRANT 

    


    Right
      to
      Purchase 208,333 Shares of Common Stock of

    


    SOGUA
      (BVI) LIMITED

    


    


    SOGUA
      (BVI) LIMITED, a corporation organized under the laws of the British Virgin
      Islands (the “Corporation”) hereby certifies that, for value received, Private
      Capital Group (BVI) Limited,
      or its
      successors or assigns (the “Holder”) is entitled to purchase from the
      Corporation upon the due exercise hereof, and subject to the terms and
      conditions herein, from the date of issue of this warrant (the “Warrant”) until
      the third anniversary of the issuance hereof (the "Expiration Date"), all or
      any
      part of 208,333 fully paid and non-assessable shares of common stock, no par
      value per share (the "Common Stock") of the Corporation, upon surrender hereof,
      with the exercise form annexed hereto duly completed and executed, at the office
      of the Corporation and upon simultaneous payment therefore in cash or by
      certified or official bank check, payable to the order of the Corporation,
      at a
      price per share of $1.44US (the "Exercise Price"), subject to adjustment as
      provided herein. 

    


    1. Restriction
      on Transfer. No
      resale
      of the Warrant or of any of the shares of Common Stock underlying the exercise
      of the Warrant (the “Underlying Stock”) will be made unless such resale is
      registered pursuant to a registration statement filed by the Corporation with
      the Securities and Exchange Commission (the "Commission") or an exemption from
      registration under the Securities Act of 1933, as amended (the "Securities
      Act"). By acceptance of this agreement, the Holder agrees, for itself and all
      subsequent holders, that prior to making any disposition of the Warrant or
      of
      any Underlying Stock, the Holder shall give written notice to the Corporation
      describing briefly the proposed disposition; and no such disposition shall
      be
      made unless and until (i) the Corporation has notified the Holder that, in
      the
      opinion of counsel satisfactory to it, no registration or other action under
      the
      Securities Act is required with respect to such disposition (which opinion
      may
      be conditioned upon the transferee's assuming the Holder's obligation
      hereunder); or (ii) a registration statement under the Act has been filed by
      the
      Corporation and declared effective by the Commission or other such similar
      action has been taken. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    2. Expiration
      of Warrant.
      Unless
      this Warrant and the Exercise Price are tendered as herein provided before
      the
      close of business on the Expiration Date, this Warrant will become wholly void
      and all rights and obligations set forth herein shall expire and
      terminate.

    


    3. Partial
      Exercise.
      If this
      Warrant is exercised for less than all the shares purchasable upon the exercise
      hereof, the Warrant shall be surrendered by the Holder and replaced with a
      new
      warrant of like tender in the name of the Holder providing for the right to
      purchase the number of shares of Underlying Stock as to which this Warrant
      has
      not yet been exercised.

    


    4. Cashless
      Exercise.
      The
      Holder may elect to exercise the warrants on a cashless basis by surrendering
      the Warrants for that number of shares of Common stock equal to the quotient
      obtained by dividing (x) the product of the number of shares of Common Stock
      underlying the Warrants (y) by the difference between the exercise price of
      the
      Warrants and $0.22 US (i.e., 170,765 shares). Any fractional share issuable
      as a
      result of a cashless exercise will be rounded up to the nearest whole
      share.

    


    5. Adjustments.
      The
      Exercise Price and the number of shares of Underlying Stock of the Corporation
      issuable pursuant to such exercise is subject to adjustment as
      follows:

    


    (a) In
      case
      of any issuance of shares of Common Stock by the Corporation so that the
      underlying stock does not equal four percent (4%) of member of issued and
      outstanding shares of Common Stock it then the Exercise Price and number of
      shares of Underlying Stock shall be proportionately adjusted so that the holder
      of any Warrant exercised after such time shall be entitled to receive the
      aggregate number and kind of shares which if such Warrant had been exercised
      immediately prior to such time, he or she would have owned upon such exercise
      and been entitled to receive by virtue of such dividend.

    


    (b) In
      case
      the Corporation shall at any time declare a stock dividend or stock split on
      the
      outstanding shares of Common Stock in shares of its Common Stock, then the
      Exercise Price and number of shares of Underlying Stock shall be proportionately
      adjusted so that the holder of any Warrant exercised after such time shall
      be
      entitled to receive the aggregate number and kind of shares which if such
      Warrant had been exercised immediately prior to such time, he or she would
      have
      owned upon such exercise and been entitled to receive by virtue of such
      dividend.

    


    (c) In
      case
      the Corporation shall at any time subdivide or combine the outstanding shares
      of
      the Common Stock, the Exercise Price, initial or adjusted, in effect immediately
      prior to such subdivision or combination shall forthwith be proportionately
      decreased in the case of subdivision or increased in the case of
      combination.

    


    (c) In
      case
      of any capital reorganization, sale of substantially all the assets of the
      Corporation, or any reclassification of the shares of Common Stock of the
      Corporation, or in case of any consolidation with or merger of the Corporation
      into or with another corporation, then as a part of such reorganization sale
      reclassification, consolidation or merger, as the case may be, provision shall
      be made so that the registered owner of the Warrant evidenced hereby shall
      have
      the right thereafter to receive upon the exercise thereof the kind and amount
      of
      shares of stock or other securities or property which he would have been
      entitled to receive if immediately prior to such reorganization,
      reclassification, consolidation or merger, he had held the number of shares
      of
      Underlying Stock which were then issuable upon the exercise of the Warrant
      evidenced hereby, to the end that the provisions set forth (including provisions
      with respect to adjustments of the Exercise Price) shall thereafter be
      applicable, as nearly as reasonably may be, in relation to any shares of stock
      or other property thereafter deliverable upon the exercise of such Warrants.
      


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (e) If
      the
      Corporation at any time makes any spin-off, split-off, or distribution of assets
      upon or with respect to its Common Stock, as a liquidating or partial
      liquidating dividend, spin-off, or by way of return of capital, or other than
      as
      dividend payable out of earnings or any surplus legally available for dividends,
      the Holder then outstanding shall, upon the exercise of the Warrant, receive,
      in
      addition to the shares of Common Stock then issuable on exercise of the Warrant,
      the amount of such assets (or, at the option of the Corporation, a sum equal
      to
      the value thereof at the time of the distributions) which would have been
      payable to such holder had he or she exercised the Warrant immediately prior
      to
      the record date for such distribution.

    


    (f) When
      any
      adjustment is required to be made to the Exercise Price, the number of shares
      of
      Common Stock issuable shall be determined as provided for in paragraph (f)
      hereof. No fractional shares of Common Stock shall be issued upon the exercise
      of the Warrant. The Corporation shall round all fractional shares to the next
      whole share. 

    


    (g) Whenever
      the Exercise Price is adjusted as provided above, the number of shares of
      Underlying Stock immediately prior to such adjustment shall be increased,
      effective simultaneously with such adjustment, by a number of shares of Common
      Stock computed by multiplying such number of shares of Common Stock by a
      fraction, the numerator of which is the Exercise Price in effect immediately
      prior to such adjustment and the denominator of which is the Exercise Price
      in
      effect upon such adjustment, and the number of shares of Underlying Stock
      arrived at by making said computation shall be added to the number of shares
      of
      Underlying Stock immediately prior to such adjustment. The total number of
      shares arrived at by making the computation provided for in the immediately
      preceding sentence shall thereupon be the number of shares of Common Stock
      issuable upon exercise or the Warrant and the Corporation shall forthwith
      determine the new Exercise Price. 

    


    6. Delivery
      of Underlying Stock.
      As soon
      as practicable after the exercise hereof, the Corporation shall deliver a
      certificate or certificates for the number of full shares of Underlying Stock,
      all of which shall be fully paid and nonassessable, to the person or persons
      entitled to receive the same provided no sale, offer to sell or transfer of
      the
      Underlying Stock or of this Warrant, or of any shares or other securities issued
      in exchange for or in respect of such shares, shall be made unless a
      registration statement under the Act, with respect to such shares, is in effect
      or an exemption from the registration requirements of such Act is applicable
      to
      such shares.

    


    7. Condition
      of Exercise of Warrant.

    


    (a) Unless
      exercised pursuant to an effective registration statement under the Securities
      Act which includes the Underlying Stock, it shall be a condition to any exercise
      of this Warrant that the Corporation shall have received, at the time of such
      exercise, a representation in writing from the recipient in the form attached
      hereto as Exhibit A-1, that the Shares being issued upon exercise, are being
      acquired for investment and not with a view to any sale or distribution
      thereof.


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    	(i)  	
            Each
              certificate evidencing the Underlying Stock issued upon exercise of
              this
              Warrant, shall be stamped or imprinted with a legend substantially
              in the
              following form:

          


    


    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
      NOT
      WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF,
      AND
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED
      FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN
      OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH
      REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. 

    


    Subject
      to this Section 6, the Corporation may instruct its transfer agent not to
      register the transfer of all or a part of this Warrant, or any of the Shares,
      unless one of the conditions specified in the above legend is
      satisfied.

    


    8. Representations
      and Warranties of the Corporation.
      The
      Corporation represents and warrants to the Holder as follows:

    


    (a) This
      Warrant has been duly authorized and executed by the Corporation and is a valid
      and binding obligation of the Corporation enforceable in accordance with its
      terms;

    


    (b) The
      Underlying Stock has been duly authorized and reserved for issuance by the
      Corporation and, when issued in accordance with the terms hereof, will be
      validly issued, fully paid and nonassessable;

    


    I The
      execution and delivery of this Warrant are not, and the issuance of the
      Underlying Stock upon exercise of this Warrant in accordance with the terms
      hereof will not be, inconsistent with the Corporation’s Articles of
      Incorporation or By-laws, as amended.

    


    9. Representations
      and Warranties by the Holder.
      The
      Holder represents and warrants to the Corporation as follows:

    


    (a) This
      Warrant is being acquired for its own account, for investment and not with
      a
      view to, or for resale in connection with, any distribution or public offering
      thereof within the meaning of the Securities Act. Upon exercise of this Warrant,
      the Holder shall, if so requested by the Corporation, confirm in writing, in
      a
      form reasonably satisfactory to the Corporation, that the Underlying Stock
      issuable upon exercise of this Warrant is being acquired for investment and
      not
      with a view toward distribution or resale.

    


    (b) The
      Holder understands that the Warrant and the Underlying Stock have not been
      registered under the Securities Act by reason of their issuance in a transaction
      exempt from the registration and prospectus delivery requirements of the
      Securities Act pursuant to Section 4(2) thereof, and that they must be held
      by
      the Holder indefinitely, and that the Holder must therefore bear the economic
      risk of such investment indefinitely, unless a subsequent disposition thereof
      is
      registered under the Securities Act or is exempted from such registration.
      


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    (c) The
      Holder has such knowledge and experience in financial and business matters
      that
      it is capable of evaluating the merits and risks of the purchase of this Warrant
      and the Underlying Stock and of protecting its interests in connection
      therewith.

    


    (d) The
      Holder is able to bear the economic risk of the purchase of the Underlying
      Stock
      pursuant to the terms of this Warrant.

    


    10. Rights
      of Stockholders.
      No
      holder of this Warrant shall be entitled, as a warrant- holder, to vote or
      receive dividends or be deemed the holder of Common Stock or any other
      securities of the Corporation which may at any time be issuable on the exercise
      hereof for any purpose, nor shall anything contained herein be construed to
      confer upon the holder of this Warrant, as such, any of the rights of a
      stockholder of the Corporation or any right to vote for the election of
      directors or upon any matter submitted to stockholders at any meeting thereof,
      or to give or withhold consent to any corporate action (whether upon any
      recapitalization, issuance of stock, reclassification of stock, change of par
      value, consolidation, merger, conveyance, or otherwise) or to receive notice
      of
      meetings, or to receive dividends or subscription rights or otherwise until
      the
      Warrant shall have been exercised and the Shares purchasable upon the exercise
      hereof shall have become deliverable, as provided herein.

    


    11. Assignment.
      This
      Warrant is freely assignable by the Holder without notice to or consent from
      the
      Corporation.

    


    12. Miscellaneous. 

    


    (a) This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument only if in writing, signed by the party against which
      enforcement of such change, waiver, discharge or termination is sought.


    


    (b) This
      Warrant shall be governed by and construed in accordance with the laws of
      British Virgin Islands without regard to principles of conflicts of laws. Any
      action brought concerning the transactions contemplated by this Warrant shall
      be
      brought only in the state courts of New York or in the federal courts located
      in
      the state of New York; provided, however, that the Corporation may choose to
      waive this provision and bring an action outside the state of New
      York.

    


    (c) The
      invalidity or unenforceability of any provision hereof shall in no way affect
      the validity or enforceability of any other provision.

    


    (d) The
      headings in this Warrant are for purposes of reference only, and shall not
      limit
      or otherwise affect any of the terms hereof.

    


    (e) The
      terms
      of this Warrant shall be binding upon and shall inure to the benefit of any
      successors or assigns of the Corporation and of the holder or holders hereof
      and
      of the Underlying Stock.

    


    (f) This
      Warrant and the other documents delivered pursuant hereto constitute the full
      and entire understanding and agreement between the parties with regard to the
      subjects hereof and thereof.


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    (g) Upon
      receipt of evidence reasonably satisfactory to the Corporation of the loss,
      theft, destruction or mutilation of this Warrant and, in the case of any such
      loss, theft or destruction, upon delivery of an indemnity agreement reasonably
      satisfactory in form and amount to the Corporation or, in the case of any such
      mutilation, upon surrender and cancellation of such Warrant, the Corporation
      at
      its expense will execute and deliver to the holder of record, in lieu thereof,
      a
      new Warrant of like date and tenor.

    


    (h) Receipt
      of this Warrant by the Holder hereof shall constitute acceptance of and
      agreement to the foregoing terms and conditions.

    


     

     

    
 

    (The
      rest of this page left intentionally blank.)


    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      Corporation has caused this Warrant to be signed by its duly authorized
      officer.

    


    Dated:
      May  ,
      2008

    


    SOGUA
      (BVI) LIMITED

    


    By:
      __________________________

    Name:
      Ben
      Li

    Title:
      Chief Executive Officer

    


    


    Warrant
      Holder: Private
      Capital Group (BVI) Limited 

    


    Address:
      1500
      Broadway, Suite 2003 

    


    City:
      New
      York     

    


    State:
      New
      York  
      Zip
      Code: 10036 


    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    


    NOTICE
      OF EXERCISE

    


    TO: SOGUA
      (BVI) LIMITED

    


    1. The
      undersigned hereby elects to purchase ________ shares of Common Stock of SOGUA
      (BVI) LIMITED pursuant to the terms of this Warrant, and tenders herewith
      payment of the purchase price of such shares in full.

    


    2. Please
      issue a certificate or certificates representing said shares of Common Stock
      in
      the name of the undersigned or in such other name as is specified
      below:

    


    


    _________________________________

    (Name)

    


    _________________________________

    


    _________________________________

    (Address)

    


    3. The
      undersigned hereby represents and warrants that the aforesaid shares of Common
      Stock are being acquired for the account of the undersigned for investment
      and
      not with a view to, or for resale, in connection with the distribution thereof,
      and that the undersigned has no present intention of distributing or reselling
      such shares and all representations and warranties of the undersigned set forth
      in Section 8 of the attached Warrant are true and correct as of the date hereof.
      In support thereof, the undersigned agrees to execute an Investment
      Representation Statement in a form substantially similar to the form attached
      to
      the Warrant as EXHIBIT A-1.

    


    


    _______________________________

    (Signature)

    


    By:____________________________

    


    Title:___________________________

    


    Date:_________________,
      200__

    



    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    EXHIBIT
      A-1

    


    INVESTMENT
      REPRESENTATION STATEMENT

    


    PURCHASER: ______________________

    


    SELLER:  PRIVATE
      CAPITAL GROUP (BVI) LIMITED 

    


    COMPANY: SOGUA
      (BVI) LIMITED

    


    SECURITIES: COMMON
      STOCK ISSUED UPON EXERCISE OF THE WARRANTS ISSUED ON APRIL  ,
      2008

    


    AMOUNT: __________
      SHARES

     


    
      
        DATE:
          _________, 200_

      

    

    


    In
      connection with the purchase of the above-listed Securities, I, the Purchaser,
      represent to the Seller and to the Company the following:

    


    (a) I
      am
      aware of the Company’s business affairs and financial condition, and have
      acquired sufficient information about the Company to reach an informed and
      knowledgeable decision to acquire the Securities. I am purchasing these
      Securities for my own account for investment purposes only and not with a view
      to, or for the resale in connection with, any "distribution" thereof for
      purposes of the Securities Act of 1933, as amended (the "Securities
      Act").

    


    (b) I
      understand that the Securities have not been registered under the Securities
      Act
      in reliance upon a specific exemption therefrom, which exemption depends upon,
      among other things, the bona fide nature of my investment intent as expressed
      herein. In this connection, I understand that, in the view of the Securities
      and
      Exchange Commission (the "Commission"), the statutory basis for such exemption
      may be unavailable if my representation was predicated solely upon a present
      intention to hold these Securities for the minimum capital gains period
      specified under tax statutes, for a deferred sale, for or until an increase
      or
      decrease in the market price of the Securities, or for a period of one year
      or
      any other fixed period in the future.

    


    (c) I
      further
      understand that the Securities must be held indefinitely unless subsequently
      registered under the Securities Act or unless an exemption from registration
      is
      otherwise available. Moreover, I understand that the Company is under no
      obligation to register the Securities. In addition, I understand that the
      certificate evidencing the Securities will be imprinted with a legend which
      prohibits the transfer of the Securities unless they are registered or such
      registration is not required in the opinion of counsel for the
      Company.

    


    (d) I
      am
      familiar with the provisions of Rule 144, promulgated under the Securities
      Act,
      which, in substance, permits limited public resale of "restricted securities"
      acquired, directly or indirectly, from the issuer thereof, in a non-public
      offering subject to the satisfaction of certain conditions.


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    The
      Securities may be resold in certain limited circumstances subject to the
      provisions of Rule 144, which requires among other things: (1) the availability
      of certain public information about the Company, (2) the resale occurring not
      less than one year after the party has purchased, and made full payment for,
      within the meaning of Rule 144, the securities to be sold; and, in the case
      of
      an affiliate, or of a non-affiliate who has held the securities less than two
      years, (3) the sale being made through a broker in an unsolicited "broker's
      transaction" or in transactions directly with a market maker (as said term
      is
      defined under the Securities Exchange Act of 1934) and the amount of securities
      being sold during any three month period not exceeding the specified limitations
      stated therein, if applicable.

    


    (e) I
      further
      understand that in the event all of the applicable requirements of Rule 144
      are
      not satisfied, registration under the Securities Act, compliance with Regulation
      A, or some other registration exemption will be required; and that,
      notwithstanding the fact that Rule 144 is not exclusive, the Commission has
      expressed its opinion that persons proposing to sell private placement
      securities other than in a registered offering and otherwise than pursuant
      to
      Rule 144 will have a substantial burden of proof in establishing that an
      exemption from registration is available for such offers or sales, and that
      such
      persons and their respective brokers who participate in such transactions do
      so
      at their own risk.

    


    


    _______________________________

    (Signature)

    


    By:____________________________

    


    Title:___________________________

    


    Date:________________,200__



    
      
         

      

      
        10